1995 NEXGEN STOCK PLAN, AMENDED

EXHIBIT 99.2


1995 STOCK PLAN OF NEXGEN, INC.
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(As Amended Effective December 8, 1995)

TABLE OF CONTENTS
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Page
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SECTION 1. ESTABLISHMENT AND PURPOSE...................................... 1

SECTION 2. DEFINITIONS.................................................... 1

SECTION 3. ADMINISTRATION................................................. 4

(a) Committee Membership.......................................... 4

(b) Committee Procedures.......................................... 5

(c) Committee Responsibilities.................................... 5

SECTION 4. ELIGIBILITY.................................................... 6

(a) General Rules................................................. 6

(b) Outside Directors............................................. 6

(c) Ten-Percent Stockholders...................................... 8

(d) Attribution Rules............................................. 8

(e) Outstanding Stock............................................. 8

SECTION 5. STOCK SUBJECT TO PLAN.......................................... 8

(a) Basic Limitation.............................................. 8

(b) Additional Shares.............................................. 9

SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES......................... 9

(a) Stock Purchase Agreement....................................... 9

(b) Duration of Offers and Nontransferability of Rights............ 9

(c) Purchase Price................................................. 9

(d) Withholding Taxes.............................................. 9

(e) Restrictions on Transfer of Shares............................. 10

SECTION 7. TERMS AND CONDITIONS OF OPTIONS................................. 10

(a) Stock Option Agreement......................................... 10

(b) Number of Shares............................................... 10

(c) Exercise Price................................................. 10

(d) Withholding Taxes.............................................. 10

(e) Exercisability................................................. 11

(f) Term........................................................... 11

(g) Nontransferability............................................. 11

(h) No Rights as a Stockholder..................................... 11

(i) Modification, Extension and Renewal of Options................. 11

(j) Restrictions on Transfer of Shares............................. 12

SECTION 8. PAYMENT FOR SHARES.............................................. 12

(a) General Rule................................................... 12

(b) Surrender of Stock............................................. 12

(c) Exercise/Sale.................................................. 12

(d) Exercise/Pledge................................................ 13

(e) Services Rendered.............................................. 13

(f) Promissory Note................................................ 13

SECTION 9. ADJUSTMENT OF SHARES............................................ 13

(a) General........................................................ 13

(b) Reorganizations................................................ 14

(c) Reservation of Rights.......................................... 14

SECTION 10. SECURITIES LAWS................................................ 14

SECTION 11. NO RETENTION RIGHTS............................................ 14

SECTION 12. DURATION AND AMENDMENTS........................................ 15

(a) Term of the Plan............................................... 15

(b) Right to Amend or Terminate the Plan........................... 15

(c) Effect of Amendment or Termination............................. 15

SECTION 13. EXECUTION...................................................... 15

1995 STOCK PLAN OF NEXGEN, INC.
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SECTION 1. ESTABLISHMENT AND PURPOSE.
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The Plan was adopted on March 12, 1995, and amended on May 10, 1995. Its
purpose is to offer selected employees, consultants and promotional
representatives an opportunity to acquire a proprietary interest in the success
of the Company, or to increase such interest, by purchasing Shares of the
Company's Common Stock. The Plan provides both for the direct award or sale of
Shares and for the grant of Options to purchase Shares. Options granted under
the Plan may include Nonstatutory Options as well as ISOs intended to qualify
under section 422 of the Code.

The Plan is intended to comply in all respects with Rule 16b-3 (or its
successor) under the Exchange Act and shall be construed accordingly.

SECTION 2. DEFINITIONS.
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(a) "Board of Directors" shall mean the Board of Directors of the Company,
as constituted from time to time.

(b) "Change in Control" shall mean the occurrence of either of the following
events:

(i) A change in the composition of the Board of Directors, as a result
of which fewer than one-half of the incumbent directors are directors who
either:

(A) Had been directors of the Company 24 months prior to such
change; or

(B) Were elected, or nominated for election, to the Board of
Directors with the affirmative votes of at least a majority of the
directors who had been directors of the Company 24 months prior to
such change and who were still in office at the time of the election
or nomination; or

(ii) Any "person" (as such term is used in sections 13(d) and 14(d) of
the Exchange Act) by the acquisition or aggregation of securities is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 50 percent or more of the combined voting power of the
Company's then outstanding securities ordinarily (and apart from rights
accruing under special circumstances) having the right to vote at elections
of directors (the "Base Capital Stock"); except that any change in the
relative beneficial ownership of the Company's securities by any person
resulting solely from a reduction in the aggregate number of outstanding
shares of Base Capital Stock, and

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any decrease thereafter in such person's ownership of securities, shall be
disregarded until such person increases in any manner, directly or
indirectly, such person's beneficial ownership of any securities of the
Company. For purposes of this Paragraph (ii), the term "person" shall not
include an employee benefit plan maintained by the Company.

(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(d) "Committee" shall mean a committee of the Board of Directors, as
described in Section 3(a).

(e) "Company" shall mean NexGen, Inc., a Delaware corporation, its parent
corporation, or its successor.

(f) "Employee" shall mean:

(i) Any individual who is a common-law employee of the Company or of a
Subsidiary;

(ii) An Outside Director; and

(iii) An independent contractor who performs services for the Company
or a Subsidiary and who is not a member of the Board of Directors.

Service as an Outside Director or independent contractor shall be considered
employment for all purposes of the Plan, except as provided in Section 4(a).

(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

(h) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.

(i) "Fair Market Value" shall mean the market price of Stock, determined
by the Committee as follows:

(i) If Stock was traded over-the-counter on the date in question but
was not traded on the Nasdaq system or the Nasdaq National Market System,
then the Fair Market Value shall be equal to the mean between the last
reported representative bid and asked prices quoted for such date by the
principal automated inter-dealer quotation system on which Stock is quoted
or, if Stock is not quoted on any such system, by the "Pink Sheets"
published by the National Quotation Bureau, Inc.;

(ii) If Stock was traded over-the-counter on the date in question and
was traded on the Nasdaq system or the Nasdaq National Market System, then
the Fair Market Value

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shall be equal to the last-transaction price quoted for such date by the
Nasdaq system or the Nasdaq National Market System;

(iii) If Stock was traded on a stock exchange on the date in question,
then the Fair Market Value shall be equal to the closing price reported by
the applicable composite-transactions report for such date; and

(iv) If none of the foregoing provisions is applicable, then the Fair
Market Value shall be determined by the Committee in good faith on such
basis as it deems appropriate.

In all cases, the determination of Fair Market Value by the Committee shall be
conclusive and binding on all persons.

(j) "IPO" means the initial offering of Stock to the public pursuant to a
registration statement filed with the Securities and Exchange Commission on Form
S-1.

(k) "ISO" shall mean an employee incentive stock option described in section
422(b) of the Code.

(l) "Nonstatutory Option" shall mean a stock option not described in
sections 422(b) or 423(b) of the Code.

(m) "Offeree" shall mean an individual to whom the Committee has offered the
right to acquire Shares under the Plan (other than upon exercise of an Option).

(n) "Option" shall mean an ISO or Nonstatutory Option granted under the Plan
and entitling the holder to purchase Shares.

(o) "Optionee" shall mean an individual who holds an Option.

(p) "Outside Director" shall mean a member of the Board of Directors who
is not a common-law employee of the Company or of a Subsidiary.

(q) "Plan" shall mean this 1995 Stock Plan of NexGen, Inc., as it may be
amended from time to time.

(r) "Purchase Price" shall mean the consideration for which one Share may
be acquired under the Plan (other than upon exercise of an Option), as specified
by the Committee.

(s) "Service" shall mean service as an Employee.

(t) "Share" shall mean one share of Stock, as adjusted in accordance with
Section 9 (if applicable).

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(u) "Stock" shall mean the Common Stock of the Company.

(v) "Stock Option Agreement" shall mean the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions pertaining
to his or her Option.

(w) "Stock Purchase Agreement" shall mean the agreement between the Company
and an Offeree who acquires Shares under the Plan which contains the terms,
conditions and restrictions pertaining to the acquisition of such Shares.

(x) "Subsidiary" shall mean any corporation, if the Company and/or one or
more other Subsidiaries own not less than 50 percent of the total combined
voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.

(y) "Total and Permanent Disability" shall mean that the Optionee is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted, or can be expected to last, for a continuous period
of not less than one year.

(z) "Vesting Start Date," in the case of an Outside Director, shall mean
the latest of:

(i) The date of the IPO;

(ii) The earliest date when the Outside Director no longer holds
unexercisable options to purchase more than 10,000 Shares that were granted
to him or her by the Company prior to the IPO; or

(iii) The date when the Outside Director first joins the Board of
Directors.

SECTION 3. ADMINISTRATION.
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(a) Committee Membership. The Plan shall be administered by the Committee.
The Committee shall consist of two or more members of the Board of Directors who
meet the requirements established from time to time by:

(i) The Securities and Exchange Commission for plans intended to
qualify for exemptions under Rule 16b-3 (or its successor) under the
Exchange Act; and

(ii) The Internal Revenue Service for plans intended to qualify for an
exemption under section 162(m)(4)(C) of the Code.

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An Outside Director shall not fail to meet such requirements solely because he
or she receives the Nonstatutory Options described in Section 4(b). The Board
of Directors may appoint a separate committee, consisting of one or more members
of the Board of Directors who need not meet such requirements. Such committee
may administer the Plan with respect to Employees who are not officers or
directors of the Company, may grant Shares and Options under the Plan to such
Employees and may determine the timing, number of Shares and other terms of such
grants.

(b) Committee Procedures. The Board of Directors shall designate one of
the members of the Committee as chairman. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee members, shall be valid acts of the
Committee.

(c) Committee Responsibilities. Subject to the provisions of the Plan,
the Committee shall have full authority and discretion to take the following
actions:

(i) To interpret the Plan and to apply its provisions;

(ii) To adopt, amend or rescind rules, procedures and forms relating
to the Plan;

(iii) To authorize any person to execute, on behalf of the Company,
any instrument required to carry out the purposes of the Plan;

(iv) To determine when Shares are to be awarded or offered for sale
and when Options are to be granted under the Plan;

(v) To select the Offerees and Optionees;

(vi) To determine the number of Shares to be offered to each Offeree
or to be made subject to each Option;

(vii) To prescribe the terms and conditions of each award or sale of
Shares, including (without limitation) the Purchase Price, and to specify
the provisions of the Stock Purchase Agreement relating to such award or
sale;

(viii) To prescribe the terms and conditions of each Option,
including (without limitation) the Exercise Price, to determine whether
such Option is to be classified as an ISO or as a Nonstatutory Option, and
to specify the provisions of the Stock Option Agreement relating to such
Option;

(ix) To amend any outstanding Stock Purchase Agreement or Stock
Option Agreement, subject to applicable legal

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restrictions and to the consent of the Offeree or Optionee who entered into
such agreement;

(x) To prescribe the consideration for the grant of each Option or
other right under the Plan and to determine the sufficiency of such
consideration; and

(xi) To take any other actions deemed necessary or advisable for the
administration of the Plan.

All decisions, interpretations and other actions of the Committee shall be final
and binding on all Offerees, all Optionees, and all persons deriving their
rights from an Offeree or Optionee. No member of the Committee shall be liable
for any action that he or she has taken or has failed to take in good faith with
respect to the Plan, any Option, or any right to acquire Shares under the Plan.

SECTION 4. ELIGIBILITY.
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(a) General Rules. Only Employees (including, without limitation,
independent contractors who are not members of the Board of Directors) shall be
eligible for designation as Optionees or Offerees by the Committee. In
addition, only Employees who are common-law employees of the Company or a
Subsidiary shall be eligible for the grant of ISOs. Employees who are Outside
Directors shall only be eligible for the grant of the Nonstatutory Options
described in Subsection (b) below.

(b) Outside Directors. Any other provision of the Plan notwithstanding,
the participation of Outside Directors in the Plan shall be subject to the
following restrictions:

(i) Exclusive Provision. Outside Directors shall receive no grants
other than the Nonstatutory Options described in this Subsection (b).

(ii) One-Time Grant to Existing Outside Directors. Each Outside
Director who is a member of the Board of Directors on the date of the IPO
shall receive a one-time grant of a Nonstatutory Option covering 25,000
Shares on such date. The first 20 percent of an Option granted to an
Outside Director under this Paragraph (ii) shall become exercisable on the
first anniversary of such Outside Director's Vesting Start Date. The
remaining 80 percent of such Option shall become exercisable in 48 equal
monthly installments over the four-year period commencing on the first
anniversary of such Outside Director's Vesting Start Date.

(iii) Initial Grant to New Outside Directors. Each Outside Director
who first becomes a member of the Board of Directors after the IPO shall
receive a one-time grant of a Nonstatutory Option covering 25,000 Shares
(subject to

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adjustment under Section 9). Such Option shall be granted on the date when
such Outside Director first joins the Board of Directors. The first 20
percent of an Option granted to an Outside Director under this Paragraph
(iii) shall become exercisable on the first anniversary of the date of
grant. The remaining 80 percent of such Option shall become exercisable in
48 equal monthly installments over the four-year period commencing on the
first anniversary of the date of grant.

(iv) Annual Grants. Each Outside Director shall receive an annual
grant of a Nonstatutory Option covering 5,000 Shares (subject to adjustment
under Section 9). Such Option shall be granted on each anniversary of such
Outside Director's Vesting Start Date (commencing with the first
anniversary). The first 20 percent of an Option granted to an Outside
Director under this Paragraph (iv) shall become exercisable on the first
anniversary of the date of grant. The remaining 80 percent of such Option
shall become exercisable in 48 equal monthly installments over the four-
year period commencing on the first anniversary of the date of grant.

(v) Accelerated Vesting. All Nonstatutory Options granted to an
Outside Director under this Subsection (b) shall also become exercisable in
full in the event of:

(A) A Change in Control; or

(B) The termination of the Outside Director's service because of
death, Total and Permanent Disability or retirement at or after age
65.

(vi) Exercise Price. The Exercise Price under all Nonstatutory
Options granted to an Outside Director under this Subsection (b) shall be
equal to 100 percent of the Fair Market Value of a Share on the date of
grant, payable in one of the forms described in Subsection (a), (b), (c) or
(d) of Section 8.

(vii) Term. All Nonstatutory Options granted to an Outside Director
under this Subsection (b) shall terminate on the earliest of:

(A) The 10th anniversary of the date of grant;

(B) The date three months after the termination of such Outside
Director's service for any reason other than death or Total and
Permanent Disability;

(C) The date six months after the termination of such Outside
Director's service because of Total and Permanent Disability; or

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(D) The date 12 months after such Outside Director's death.

(viii) Option Agreement. A Nonstatutory Option grant to an Outside
Director under this Subsection (b) shall be invalid if such Outside
Director declines to execute a Stock Option Agreement pursuant to Section
7(a).

(c) Ten-Percent Stockholders. An Employee who owns more than 10 percent
of the total combined voting power of all classes of outstanding stock of the
Company or any of its Subsidiaries shall not be eligible for the grant of an ISO
unless:

(i) The Exercise Price is at least 110 percent of the Fair Market
Value of a Share on the date of grant; and

(ii) Such ISO by its terms is not exercisable after the expiration of
five years from the date of grant.

(d) Attribution Rules. For purposes of Subsection (c) above, in
determining stock ownership, an Employee shall be deemed to own the stock owned,
directly or indirectly, by or for such Employee's brothers, sisters, spouse,
ancestors and lineal descendants. Stock owned, directly or indirectly, by or
for a corporation, partnership, estate or trust shall be deemed to be owned
proportionately by or for its stockholders, partners or beneficiaries. Stock
with respect to which such Employee holds an option shall not be counted.

(e) Outstanding Stock. For purposes of Subsection (c) above, "outstanding
stock" shall include all stock actually issued and outstanding immediately after
the grant. "Outstanding stock" shall not include shares authorized for issuance
under outstanding options held by the Employee or by any other person.

SECTION 5. STOCK SUBJECT TO PLAN.
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(a) Basic Limitation. Shares offered under the Plan shall be authorized
but unissued Shares or treasury Shares. The aggregate number of Shares which is
issued under the Plan (upon exercise of Options or other rights to acquire
Shares) shall not exceed 1,500,000 Shares plus the number of Shares remaining
available for awards under the Company's 1987 Employee Stock Plan (the "Prior
Plan") as of March 31, 1995. (No additional grants shall be made under the
Prior Plan after March 31, 1995.). On January 1 of the years 1996, 1997, 1998,
1999 and 2000, the aggregate number of Shares which may be issued under the Plan
(upon exercise of Options or other rights to acquire Shares) shall automatically
increase by a number of Shares equal to 3.5 percent of the total number of
Shares then outstanding, provided that the number of Shares which is issued
under the Plan upon exercise of ISOs shall in no event exceed 1,500,000 Shares
during the entire term of the Plan. All limitations under this Subsection (a)
shall be subject to adjustment pursuant to Sec-

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tion 9. The number of Shares which are subject to Options or other rights
outstanding at any time under the Plan shall not exceed the number of Shares
which then remain available for issuance under the Plan. The Company, during
the term of the Plan, shall at all times reserve and keep available sufficient
Shares to satisfy the requirements of the Plan.

(b) Additional Shares. In the event that any outstanding option granted
under this Plan or the Prior Plan for any reason expires or is cancelled or
otherwise terminated, the Shares allocable to the unexercised portion of such
option shall become available for the purposes of this Plan. In the event that
Shares issued under this Plan or the Prior Plan are reacquired by the Company
pursuant to a forfeiture provision, a right of repurchase or a right of first
refusal, such Shares shall become available for the purposes of this Plan.

SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES.
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(a) Stock Purchase Agreement. Each award or sale of Shares under the Plan
(other than upon exercise of an Option) shall be evidenced by a Stock Purchase
Agreement between the Offeree and the Company. Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be subject to
any other terms and conditions which are not inconsistent with the Plan and
which the Committee deems appropriate for inclusion in a Stock Purchase
Agreement. The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

(b) Duration of Offers and Nontransferability of Rights. Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Offeree within 30 days after the grant of such right was
communicated to the Offeree by the Committee. Such right shall not be
transferable and shall be exercisable only by the Offeree to whom such right was
granted.

(c) Purchase Price. The Purchase Price of Shares to be offered under the
Plan shall not be less than the par value of such Shares. Subject to the
preceding sentence, the Purchase Price shall be determined by the Committee at
its sole discretion. The Purchase Price shall be payable in a form described in
Section 8.

(d) Withholding Taxes. As a condition to the award, sale or vesting of
Shares, the Offeree shall make such arrangements as the Committee may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that arise in connection with such Shares. The Committee may permit
the Offeree to satisfy all or part of his or her tax obligations related to such
Shares by having the Company withhold a portion of any Shares that otherwise
would be issued to him or her or by surrendering any Shares that previously were
acquired by him or

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her. The Shares withheld or surrendered shall be valued at their Fair Market
Value on the date when taxes otherwise would be withheld in cash. The payment
of taxes by assigning Shares to the Company, if permitted by the Committee,
shall be subject to such restrictions as the Committee may impose, including any
restrictions required by rules of the Securities and Exchange Commission.

(e) Restrictions on Transfer of Shares. Any Shares awarded or sold under
the Plan shall be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine. Such restrictions shall be set forth in the applicable
Stock Purchase Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.

SECTION 7. TERMS AND CONDITIONS OF OPTIONS.
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(a) Stock Option Agreement. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement executed by the Optionee and the
Company. Such Option shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems appropriate for
inclusion in a Stock Option Agreement. The provisions of the various Stock
Option Agreements entered into under the Plan need not be identical.

(b) Number of Shares. Each Stock Option Agreement shall specify the
number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 9. Options granted to any
Optionee in a single calendar year shall in no event cover more than 500,000
Shares, subject to adjustment in accordance with Section 9. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory
Option.

(c) Exercise Price. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than 100 percent
of the Fair Market Value of a Share on the date of grant, except as otherwise
provided in Section 4(c). The Exercise Price of a Nonstatutory Option shall not
be less than the par value of a Share. Subject to the preceding two sentences,
the Exercise Price under any Option shall be determined by the Committee at its
sole discretion. The Exercise Price shall be payable in a form described in
Section 8.

(d) Withholding Taxes. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that arise in connection with such exercise. The Optionee shall also make such
arrangements as the Committee may require for the satisfaction of any federal,
state, local or foreign withholding tax obligations

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that may arise in connection with the disposition of Shares acquired by
exercising an Option. The Committee may permit the Optionee to satisfy all or
part of his or her tax obligations related to the Option by having the Company
withhold a portion of any Shares that otherwise would be issued to him or her or
by surrendering any Shares that previously were acquired by him or her. Such
Shares shall be valued at their Fair Market Value on the date when taxes
otherwise would be withheld in cash. The payment of taxes by assigning Shares
to the Company, if permitted by the Committee, shall be subject to such
restrictions as the Committee may impose, including any restrictions required by
rules of the Securities and Exchange Commission.

(e) Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. The vesting
of any Option shall be determined by the Committee at its sole discretion. Each
Stock Option Agreement shall provide for immediate exercisability of the entire
Option in the event of a Change in Control or in the event of the Optionee's
death or Total and Permanent Disability. A Stock Option Agreement may also
provide for accelerated exercisability in the event of the Optionee's retirement
or upon other events.

(f) Term. Each Stock Option Agreement shall specify the term of the
Option. The term of an ISO shall not exceed 10 years from the date of grant,
except as otherwise provided in Section 4(c). Subject to the preceding
sentence, the Committee at its sole discretion shall determine when an Option is
to expire. A Stock Option Agreement may provide that the Option will expire
before the end of its normal term in the event that the Optionee's Service
terminates.

(g) Nontransferability. During an Optionee's lifetime, such Optionee's
Option(s) shall be exercisable only by him or her and shall not be transferable.
In the event of an Optionee's death, such Optionee's Option(s) shall not be
transferable other than by will, by written beneficiary designation or by the
laws of descent and distribution.

(h) No Rights as a Stockholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by his or her Option until the date of the issuance of a stock
certificate for such Shares. No adjustments shall be made, except as provided
in Section 9.

(i) Modification, Extension and Renewal of Options. Within the
limitations of the Plan, the Committee may modify, extend or renew outstanding
Options or may accept the cancellation of outstanding Options (to the extent not
previously exercised) in return for the grant of new Options at the same or a
different price. The foregoing notwithstanding, no modification of an Option
shall, without the consent of the Optionee, impair such

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Optionee's rights or increase his or her obligations under such Option.

(j) Restrictions on Transfer of Shares. Any Shares issued upon exercise
of an Option may be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine. Such restrictions shall be set forth in the applicable
Stock Option Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.

SECTION 8. PAYMENT FOR SHARES.
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(a) General Rule. The entire Purchase Price or Exercise Price of Shares
issued under the Plan shall be payable in lawful money of the United States of
America at the time when such Shares are purchased, except as follows:

(i) Stock Purchases. In the case of Shares sold under the terms of a
Stock Purchase Agreement subject to the Plan, payment shall be made only
pursuant to the express provisions of such Stock Purchase Agreement.
However, the Committee (at its sole discretion) may specify in the Stock
Purchase Agreement that payment may be made in one or both of the forms
described in Subsections (e) and (f) below.

(ii) ISOs. In the case of an ISO granted under the Plan, payment
shall be made only pursuant to the express provisions of the applicable
Stock Option Agreement. However, the Committee (at its sole discretion)
may specify in the Stock Option Agreement that payment may be made pursuant
to Subsections (b), (c), (d) or (f) below.

(iii) Nonstatutory Options. In the case of a Nonstatutory Option
granted under the Plan, the Committee (at its sole discretion) may accept
payment pursuant to Subsections (b), (c), (d) or (f) below.

(b) Surrender of Stock. To the extent that this Subsection (b) is
applicable, payment may be made all or in part with Shares which have already
been owned by the Optionee or his or her representative for more than 12 months
and which are surrendered to the Company in good form for transfer. Such Shares
shall be valued at their Fair Market Value on the date when the new Shares are
purchased under the Plan.

(c) Exercise/Sale. To the extent that this Subsection (c) is applicable,
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker approved by the Company to sell
Shares and to deliver all or part of the sales proceeds to the Company in
payment of all or part of the Exercise Price and any withholding taxes.

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(d) Exercise/Pledge. To the extent that this Subsection (d) is applicable,
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to pledge Shares to a securities broker or lender approved
by the Company, as security for a loan, and to deliver all or part of the loan
proceeds to the Company in payment of all or part of the Exercise Price and any
withholding taxes.

(e) Services Rendered. To the extent that this Subsection (e) is
applicable, Shares may be awarded under the Plan in consideration of services
rendered to the Company or a Subsidiary prior to the award. If Shares are
awarded without the payment of a Purchase Price in cash, the Committee shall
make a determination (at the time of the award) of the value of the services
rendered by the Offeree and the sufficiency of the consideration to meet the
requirements of Section 6(c).

(f) Promissory Note. To the extent that this Subsection (f) is
applicable, a portion of the Purchase Price or Exercise Price, as the case may
be, of Shares issued under the Plan may be payable by a full-recourse promissory
note, provided that (i) the par value of such Shares must be paid in lawful
money of the United States of America at the time when such Shares are
purchased, (ii) the Shares are security for payment of the principal amount of
the promissory note and interest thereon and (iii) the interest rate payable
under the terms of the promissory note shall be no less than the minimum rate
(if any) required to avoid the imputation of additional interest under the Code.
Subject to the foregoing, the Committee (at its sole discretion) shall specify
the term, interest rate, amortization requirements (if any) and other provisions
of such note.

SECTION 9. ADJUSTMENT OF SHARES.
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(a) General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock (by
reclassification or otherwise) into a lesser number of Shares, a
recapitalization, a spinoff or a similar occurrence, the Committee shall make
appropriate adjustments in one or more of:

(i) The number of Shares available under Section 5 for future grants;

(ii) The limit set forth in Section 7(b);

(iii) The number of Nonstatutory Options to be granted to Outside
Directors under Section 4(b);

(iv) The number of Shares covered by each outstanding Option; or

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(v) The Exercise Price under each outstanding Option.

(b) Reorganizations. In the event that the Company is a party to a merger
or other reorganization, outstanding Options shall be subject to the agreement
of merger or reorganization. Such agreement may provide, without limitation,
for the assumption of outstanding Options by the surviving corporation or its
parent, for their continuation by the Company (if the Company is a surviving
corporation), for payment of a cash settlement equal to the difference between
the amount to be paid for one Share under such agreement and the Exercise Price,
or for the acceleration of their exercisability followed by the cancellation of
Options not exercised, in all cases without the Optionees' consent. Any
cancellation shall not occur until after such acceleration is effective and
Optionees have been notified of such acceleration.

(c) Reservation of Rights. Except as provided in this Section 9, an
Optionee or Offeree shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend or
any other increase or decrease in the number of shares of stock of any class.
Any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.

SECTION 10. SECURITIES LAWS.
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Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities laws and
regulations, and the regulations of any stock exchange on which the Company's
securities may then be listed.

SECTION 11. NO RETENTION RIGHTS.
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Neither the Plan nor any Option shall be deemed to give any individual a
right to remain an employee or consultant of the Company or a Subsidiary. The
Company and its Subsidiaries reserve the right to terminate the service of any
employee or consultant at any time, with or without cause, subject to applicable
laws and a written employment agreement (if any).

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SECTION 12. DURATION AND AMENDMENTS.
- ---------- -----------------------

(a) Term of the Plan. The Plan, as set forth herein, shall become
effective as of May 10, 1995. The Plan, if not extended, shall terminate
automatically on March 11, 2005. It may be terminated on any earlier date
pursuant to Subsection (b) below.

(b) Right to Amend or Terminate the Plan. The Board of Directors may
amend, suspend or terminate the Plan at any time and for any reason, except that
the provisions of Section 4(b) relating to the amount, price and timing of
grants to Outside Directors shall not be amended more than once in any six-month
period. An amendment of the Plan shall be subject to the approval of the
Company's stockholders only to the extent required by applicable laws or
regulations.

(c) Effect of Amendment or Termination. No Shares shall be issued or sold
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any
amendment thereof, shall not affect any Share previously issued or any Option
previously granted under the Plan.

SECTION 13. EXECUTION.
- ---------- ---------

To record the amendment of the Plan by the Board of Directors on May 10,
1995, the Company has caused its authorized officer to execute the same.


NEXGEN, INC.



By _________________________

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